194 S.E. 347 | W. Va. | 1937
Edward Nolan, an alleged director and vice-president of the Guardian Coal Oil Company, a corporation, and Willard J. Thomas, an alleged stockholder, filed their *546 bill of complaint against the corporation praying (1) that a receiver be appointed to preserve its property in statu quo pending litigation; and (2) that it be required to furnish a true and correct list of all the present stockholders, or, in the alternative, to institute suit to compel the custodian of said list to deliver the same at the corporation's principal office in Webster county. From a decree appointing a special receiver, the defendant corporation prosecutes this appeal.
The bill of complaint details a number of unsuccessful efforts on the part of the plaintiff Nolan to obtain a list of the stockholders, and also a recital to the effect that the circuit court of Kanawha County, under Code 1931, 11-12-77, had theretofore suspended defendant's charter for failure to pay the 1935 license tax due the State, and appointed William T. Lively, receiver.
The order filing the foregoing pleading, after decreeing a continuance to a later day to enable counsel to make up and join the issues, and to enable plaintiff to give notice to Lively, recites, "and it is stipulated by counsel and upon such stipulation ordered that a list of the present stockholders with their addresses be filed with the Court by mailing the same to the Judge thereof at Sutton, West Virginia."
A demurrer to the bill of complaint charging, among other things, that the bill disclosed no equity in the parties plaintiff, was filed on the adjourned date, and later overruled. And, shortly thereafter, two answers were tendered in the corporation's behalf, one by John M. Hoover, its president, and the other by Walter T. Stock, its secretary. The first answer was ordered filed, and plaintiff replied generally and thereupon, issue was joined. The second answer was never filed. The printed record contains copies of many letters and other papers which were never formally made a part of the record, and therefore, merit no consideration on this appeal. Sufficient it is to say that this cause was heard solely upon the bill of complaint, the answer of the defendant corporation filed by its president, and the reply thereto. The order appointing a receiver provides that the appointment *547 is subject to the rights of the Kanawha county receiver.
It is the contention of the appellant herein that the trial chancellor erred (1) in appointing a receiver, in view of the averments in the pleadings relative to a prior appointment by the circuit court of Kanawha County; and (2) in overruling the demurrer to the bill of complaint.
Our primary question is whether or not the bill is sufficient to invoke the aid of a court of equity.
It is well settled by the decisions in this state that a suit in equity does not lie for the sole purpose of appointing a receiver. Code 1931,
The only other relief sought is access to the list of the stockholders of the corporation and their respective addresses. Is this a matter of equity cognizance?
In the United States, it is generally held that a stockholder cannot maintain a bill in equity to enforce merely his right to inspect the books or documents of the corporation, whether the right itself be conferred by statute, or by regulations of the company, or exists at common law. Maeder v. Buffalo Bill's WildWest Co., 132 F. 280; Coquard v. National Linseed Oil Co.,
But, say the appellees, the appellant may not now challenge the court's jurisdiction in view of the stipulation, in the order filing the bill of complaint, that a list of the present stockholders be filed, etc. In this they lose sight of the well-established rule that jurisdiction cannot be conferred on a court of equity by consent of the parties. Freer v. Davis,etc.,
Being of the opinion that there is nothing in the bill of complaint giving equity jurisdiction, the decree complained of is reversed, and the bill dismissed.
*549Reversed; bill dismissed.